Allen & Gledhill acted as lead transaction counsel for South-east Asia, and lead antitrust counsel, for Grab on its 2018 acquisition of Uber’s South-east Asian assets in exchange for a 27.5 per cent. stake in Grab. The deal is the first and largest transaction of its kind in South-east Asia, and involved advising on antitrust strategies across 10 countries which set legal precedents for the ride-sharing industry for market definition and competitive assessment. The deal also involved issues relating to transfer of assets, employees, contracts and data across eight South-east Asian countries where signing and closing occurred simultaneously.
The Grab-Uber transaction was a super important “impact deal” for Grab. It was going to be transformational but I knew it would be one of the toughest deals to pull off. Things were going to be complex: the deal was structured as an asset deal, and involved eight South-east Asian countries, which meant having to deal with 8 different legal regimes. Uber was a formidable negotiator, had a complicated structure with US and off-shore elements, and drove a hard bargain. I wanted to work with the best commercial and technical lawyers, with a deep understanding of how to execute South-east Asian M&A deals. But more importantly, I also wanted to work with lawyers who would not crack under pressure, and who had the guts to make important calls on never-done-before stuff. A&G delivered on all fronts, with panache and a healthy dose of humour (some perhaps induced by lack of sleep) and humility. It was a pleasure working with A&G on this cutting-edge deal.
John Cordova, Director & Regional Counsel, Corporate Finance/M&A, Grab
The Corporate Mergers & Acquisitions (CMA) team advised on the Singapore law aspects of the deal and as transaction counsel we were also responsible for leading and managing local counsels in seven other South-east Asian jurisdictions, each of whom is a leading law firm in its jurisdiction. That entailed working with local counsels daily (and into the wee hours of the night) to brainstorm solutions to local law issues and uncertainties. Sure, the going was (very) tough - I have never felt more exhausted in my life (nor drank more Starbucks or Red Bull) than during the last weeks leading up to completion (and I have two toddlers, mind you!) - but the journey was (oddly) fun: hours spent on WhatsApp chats and calls with Grab solving problems were interspersed with jokes and light-hearted moments such as ping-ing each other photos of food we were craving for right after completion. Also, from my interactions with the Grab team it became apparent to me how important the deal was to Grab and gave me an insight as to Grab’s vision. Having that insight (and personal relationship with the Grab team) made me feel more invested in getting the deal across the finish line. My first thought upon seeing the pop-up message on the Grab App announcing the Grab-Uber transaction was “I can’t believe we pulled this off”, followed very promptly by, “I need to sleep!!” On a personal note, I feel extremely proud to have been part of the A&G team that worked on and closed a deal this transformative and relevant to everyday life.Back to top
I, together with my co-head, Daren, led a team of lawyers and economists working on the antitrust strategies for the transaction in South-east Asia. Three experiences really stood out for me. The first was the calls and emails into the wee hours of the night, and over weekends. We were on standby during the negotiations, getting on and off calls when the antitrust “strike team” would be brought in to advise on specific issues. After a few hours of radio silence from overnight calls, the next thing we knew was hearing that the deal was finally signed! While we felt relieved that one part of the process had ended, we were also readying ourselves to manage the regulatory process in this new ride-sharing world that we just helped create. The second highlight was bonding over debates on fundamental questions around what the business model for ride-sharing is (is it ride-hailing or ride-sharing?), the natural state of competition, what the dynamic efficiencies are and the role of ex-ante vs ex-post regulation. With each question, we pushed ourselves to think outside the box in structuring customised approaches to best address each jurisdiction’s issues. The ride-sharing industry is a recent global phenomenon that is so new that there are no textbook answers to any questions. That, in itself, I personally found to be very challenging but also tremendously invigorating. The third was feeling an immense craving for raw fish. It's an inside joke but let's just say that the people working on this deal have a clear love of food.Back to top
I was involved in the transaction from the point of the initial negotiations, as an Associate supporting my Partners on the wide-ranging antitrust aspects of the cross-border deal. As a newly qualified lawyer at the time, I don’t think I could have ever imagined what working on this deal would have been like. Together with a team of lawyers and economists, I was involved in multiple workstreams such as drafting of documents, participating in meetings and negotiations, and liaising with multiple parties including Grab, Uber, Uber’s counsel, local counsel, internal teams and regulators. The deal was very fast paced, complex and involved working with local counsel across various jurisdictions and time zones (which meant that calls and turns of drafts could take place very early in the morning or late at night). Due to the fast-paced nature of the deal, it was also very unpredictable as to when we would be called on to provide advice, join calls or turn documents on short notice, and I started to carry a laptop with me everywhere I went.
At the earlier stages, we coordinated and conducted the multi-jurisdictional merger control analysis, advised on the antitrust-related terms of the transaction documents and carried out competition due diligence. Our work on the antitrust aspects continued beyond the signing and closing of the deal, where we worked closely with Grab and local and overseas regulators to address the immediate reactions and concerns, and formulated solutions with the aim of achieving Grab’s commercial objectives within the confines of the regulatory framework, striving towards attaining a satisfactory outcome for all. Despite the tough moments, it was a very rewarding and fulfilling experience and as someone who used both the Grab and Uber Apps to commute, the insight into Grab’s business and operations was fascinating for me. On a practical level, it was very enjoyable working with the Grab team.Back to top
I was a second year Associate at the time I worked on the Grab-Uber transaction and it was my first time working on such a large scale cross-border transaction where A&G was transaction counsel. Most of my time was spent working with local counsel on the various aspects of the transaction (including the legal due diligence on Uber, drafting the transaction documents for the acquisition and advising the client on the transfer process). As transaction counsel, our job was to instruct local counsel on the work required, review their work and distil the necessary information into consolidated advice for the client. The transaction was gruelling – during the most intense periods, it was just a continuous cycle of going to the office, coming back home to shower and catch brief shut-eye before heading back to the grind again – but looking back, I’m very thankful for the experience as it helped me to personally grow as a lawyer. Working with my team was also a big part of what made the transaction unforgettable. It isn’t often that we have such a large team working on a deal and the teamwork and support which everyone showed was inspiring and heart-warming. Also, the good thing about a fast-paced deal is that it ends quickly! I remember that it was around 7am when the deal completed and was announced, and amidst the sleep deprivation and elation, it also felt surreal that people were waking up to the news right at that very moment.Back to top